Exhibit 10.2


 


GREENCITY ACQUISITION CORPORATION 


505 Eshan Road, Floor 6


Pudong New District


Shanghai, 200120


 


July 23, 2020


 


Cynthia Management Corporation


505 Eshan Road, Floor 6


Pudong New District


Shanghai, 200120


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Greencity
Acquisition Corporation (the “Company”) and Cynthia Management Corporation (“Cynthia”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ
Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of
the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i)    Cynthia, shall
make available, or cause to be made available, to the Company, at 505 Eshan Road, Floor 6, Pudong New District, Shanghai, 200120
(or any successor location of Cynthia), office space and administrative and support services. In exchange therefor, the Company
shall pay Cynthia the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
and


 


(ii)     Cynthia
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due
to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby
irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust
Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or
satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this
letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This letter agreement constitutes the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


This letter agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same letter agreement.


 


[Signature Page Follows]


 






     


     


    

  


	 	Very truly yours,
	 	 
	 	GREENCITY ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Ming Zhang
	 	 	Name:	Ming Zhang
	 	 	Title:	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	CYNTHIA MANAGEMENT CORPORATION	 
	 	 	 	 
	By:	/s/ Jianmin Yu	 
	 	Name: 	Jianmin Yu	 
	 	Title:	Sole Director	 


 


[Signature Page to Administrative Services
Agreement]